ASTRANA HEALTH INC (ASTH)
Sector: Health Care
2026 Annual Meeting Analysis
ASTRANA HEALTH INC · Meeting: June 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Director since 2017 with deep healthcare industry expertise; the 3-year TSR gap of -13.2pp versus the peer group median does not exceed the 20pp threshold required to trigger a vote against, and no overboarding, attendance, or independence concerns apply — though shareholders should note he is the CEO's father, a familial relationship with senior management that the policy flags as a concern, but since he is classified as a non-independent executive chairman (not claiming independence) the policy's familial independence test does not technically fire.
Vice Chairman and co-founder since 2016 with approximately 30 years of healthcare operating experience; the 3-year TSR underperformance of -13.2pp versus the peer group median does not meet the 20pp trigger threshold, and no other policy flags apply.
Independent director since 2019 serving on the Audit and Compensation Committees; has finance, tax, and legal expertise relevant to his committee roles, the TSR trigger does not fire at -13.2pp versus peers, and the proxy confirms he attended at least 75% of meetings in 2025.
Independent director since 2021 with technology and AI expertise; joined more than 24 months ago so the TSR trigger applies but the -13.2pp gap versus the peer group median does not exceed the 20pp threshold, and no other policy flags are triggered.
Director since 2019 with extensive healthcare administration and financial experience; the 3-year TSR gap of -13.2pp versus the peer group median does not trigger the 20pp threshold, and while she has significant related-party transactions with AHMC, she is classified as non-independent and does not sit on the audit or compensation committees, so no independence conflict arises.
Director since 2021 with healthcare service and administration expertise; the TSR trigger does not fire, she receives no compensation and holds no equity due to corporate practice of medicine laws, and the proxy confirms she attended at least 75% of meetings in 2025.
Lead Independent Director since 2017 chairing both the Compensation and Nominating Committees, with strong financial and executive leadership credentials; the 3-year TSR gap of -13.2pp versus peers does not meet the 20pp trigger, and no other flags apply.
Independent director since 2019 serving on the Audit and Nominating Committees, with deep healthcare financial and administrative expertise including prior CFO experience; the TSR trigger does not fire at -13.2pp and no other policy concerns are identified.
Independent director since 2013 chairing the Audit Committee with over 40 years of healthcare industry experience and clear financial expertise; the 3-year TSR gap of -13.2pp versus the peer group median does not meet the 20pp negative-TSR trigger threshold, so despite the longest tenure on the board no performance flag fires.
All nine director nominees receive a FOR vote. The company's 3-year total return of -21.6% is negative in absolute terms, which triggers the tightest peer-group underperformance threshold of 20 percentage points, but ASTH's actual gap versus the peer group median 3-year return of -8.4% is only -13.2pp — well below that threshold — so the TSR trigger does not fire for any director. No director is overboarded, attendance was adequate for all nominees per the proxy, and independent directors serve on all standing committees. The familial relationship between Executive Chairman Kenneth Sim and CEO Brandon K. Sim is noted as a governance concern, but since Dr. Sim is correctly classified as non-independent and does not claim independence, the policy's familial independence trigger does not apply.
Say on Pay
✓ FORCEO
Brandon K. Sim, M.S.
Total Comp
$14,930,231
Prior Support
91%%
The CEO received total compensation of approximately $14.9 million in 2025, which is elevated for a healthcare services company of Astrana's size but is supported by the company's peer-group benchmarking process and reflects a compensation structure that is predominantly variable — two-thirds of the long-term equity grant is performance-based stock awards tied to three-year revenue and Adjusted EBITDA targets, and the annual cash bonus paid out at approximately 194% of target only because the company genuinely exceeded its pre-set revenue, Adjusted EBITDA, and wellness visit goals by a meaningful margin. The pay-for-performance alignment check is satisfied: while the stock has underperformed its peer group over three years by 13.2pp, variable pay is tied to measurable financial metrics that the company demonstrably achieved, and the 5-year TSR of +17.6% (versus the peer group median 5-year return of -18.8%, a +36.4pp outperformance) shows that above-benchmark incentive compensation has been earned over the longer horizon that matters most. With 91% shareholder support in 2025, a clawback policy in place, strong performance-based pay mix, and clear metric disclosure, no policy trigger fires.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$5,285,500
Non-Audit Fees
$982,562
EY has served as Astrana's auditor since April 2020, giving it a tenure of approximately six years — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax compliance of $703,490 plus other tax services of $206,072, plus audit-related fees of $73,000 totaling approximately $982,562) represent about 18.6% of audit fees of $5,285,500, comfortably below the 50% threshold. EY is a Big 4 firm appropriate for a $1.8 billion company, and no material restatements are disclosed.
Overall Assessment
Astrana Health's 2026 annual meeting presents a four-proposal ballot on which the clearest votes are FOR across all standard proposals: all nine directors pass the TSR trigger test (the -13.2pp three-year gap versus the company-disclosed peer group is below the 20pp negative-TSR threshold), EY's ratification is straightforward with low non-audit fees and short tenure, and Say on Pay earns support due to a genuinely performance-linked pay structure with strong prior-year shareholder backing of 91%. The equity plan increase (Proposal 4) falls outside the scope of this policy and is noted but not voted.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing